Common use of Potential Forfeiture Clause in Contracts

Potential Forfeiture. (a) If (A) on either (i) the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares, then the number of Founder Shares that Purchaser shall purchase from the Sponsor pursuant to Section 1(a)(ii) shall be reduced pro rata by a fraction, the numerator of which shall equal the Forfeiture Threshold less the number of Public Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, and the denominator shall equal the Forfeiture Threshold (the “Ownership Reduction”). For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). For the avoidance of doubt, no Ownership Reduction shall result in the Purchaser having to forfeit or transfer any Private Placement Warrants.

Potential Forfeiture. (a) If (A) on either (i) on the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares), then the Purchaser shall automatically surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares that held by the Purchaser shall purchase from would be less than 30% of the Sponsor pursuant Founders Shares held by the Purchaser immediately prior to Section 1(a)(ii) shall be reduced the Determination Date, the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, (as defined below) and the denominator shall equal is the Forfeiture Threshold (the “Ownership Reduction”)Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). For The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the avoidance of doubt, no Ownership Reduction Company to be necessary or appropriate (which shall result in not require the Purchaser having to forfeit make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect any transfer any Private Placement Warrantscontemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

Potential Forfeiture. (a) If (A) on either (i) the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares that held by the Purchaser shall purchase from would be less than [•] (or [•], if the Sponsor pursuant to Section 1(a)(ii) shall be reduced Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, (as defined below) and the denominator shall equal is the Forfeiture Threshold (the “Ownership Reduction”)Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). For The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the avoidance of doubt, no Ownership Reduction Company to be necessary or appropriate (which shall result in not require the Purchaser having to forfeit make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect any transfer any Private Placement Warrantscontemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.

Potential Forfeiture. (a) If (A) on either (i) the date of the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”) that is less than the Forfeiture Threshold (as defined below) or (B) the Purchaser redeems all or a portion of its Public Shares), then the Purchaser shall automatically transfer to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration, and have no further right, title or interest in, a pro rata number of its Founder Shares), provided that the Purchaser shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining number of Founder Shares that held by the Purchaser shall purchase from would be less than 86,625 (or 99,619 if the Sponsor pursuant to Section 1(a)(ii) shall be reduced Over-allotment Option is exercised in full), the pro rata by number being calculated as a fraction, the numerator of which shall equal the Forfeiture Threshold less is the number of Public Shortfall Shares held by the Purchaser after giving effect to any redemptions of the Public Shares by the Purchaser, (as defined below) and the denominator shall equal is the Forfeiture Threshold (the “Ownership Reduction”)Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any) which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares shall be double counted among Subscribing Parties). For The Purchaser shall take all actions as may be reasonably necessary to consummate any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the avoidance of doubt, no Ownership Reduction Company to be necessary or appropriate (which shall result in not require the Purchaser having to forfeit make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to effect any transfer any Private Placement Warrantscontemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.